cc 2025 AR 02/11 agreement with climatec for hvac update — Vista City Council, February 11, 2025

ACTION:
____________________________

Clerk/Secretary
Department: Public Works Item No: C5
Prepared by: Sergio Sauceda, Management Analyst Meeting Date: February 11, 2025 Approved by:

Chris Arce, Director
John Conley, City Manager Agenda Location: Consent Calendar S
UBJECT: AGREEMENT WITH CLIMATEC, LLC FOR HVAC UPDATES AT FIRE STATIONS 1, 5, & 6 AND TECHNICAL SUPPORT SERVICES FOR FIRE STATIONS 1, 5, & 6 AND PUBLIC

WORKS BUILDING A
RE
COMMENDATION: Adopt City Council Resolution No. 2025- approving the agreement with Climatec, LLC for HVAC updates at Fire Stations 1, 5, & 6 and technical support services for Fire Stations 1, 5, and 6 and Public Works Building A.

CO
RRELATION TO CITY COUNCIL GOALS: Routine operational item not directly corresponding to a specific City Council goal.

P
RIOR ACTION: On April 26, 2022, adopted City Council Resolution No. 2022-58, approving the agreement with Climatec, LLC for Civic Center HVAC Technical Support Services (Vote: 5-0).

S
TATEMENT ON THE SUBJECT: Climatec, LLC (Climatec) originally provided software design and construction services for facility heating, ventilation and air conditioning systems (HVAC) at both the City’s Civic Center and Public Works, Building A. They have provided specialized HVAC system programing and technical support services including the integration of both systems into the Alerton Universal Control software. Additionally, they have developed programing specific to the unique needs of the facilities.

To s
tandardize equipment and integrate additional facilities in the universal control system software, staff recommend approval of the comprehensive five-year agreement with Climatec. The agreement includes the installation of new HVAC global controllers, associated programming, technical support services at Fire Stations 1, 5 and 6 and Public Works Building A and integration with the existing control system software. The project will enhance system capability by integrating and programming new software and replacing obsolete hardware to achieve optimal system performance and energy management.

D
ue to the unique nature of the individualized programming services provided by Climatec and its knowledge of the existing operating system, staff recommend forgoing the normal bidding procedure based on Vista Municipal Code (VMC) Section 3.08.150 P, which states that the City Manager, after consultation with the City Attorney, may determine in writing that an informal or formal bidding process is infeasible, impractical, or otherwise not in the best interest of the City.

AGENDA
REPORT

CITY COUNCIL

COMMUNITY DEVELOPMENT COMMISSION

SUCCESSOR AGENCY

BUENA SANITATION DISTRICT

JOINT POWERS FINANCING AUTHORITY
02/11/2025
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MEETING DATE: 02/11/2025 PAGE 2
SUBJECT: AGREEMENT WITH CLIMATEC, LLC FOR HVAC UPDATES AT FIRE STATION 1, 5, & 6 AND TECHNICAL SUPPORT SERVICES FOR FIRE STATIONS 1, 5, & 6 AND PUBLIC

WORKS BUILDING A
FISCAL IMPACT: The agreement with Climatec, LLC will have a cumulative ceiling of $439,304 Sufficient funding for initial retrofit and FY2024/25 technical support service expense is available in the following Building & Facility Maintenance accounts:

Account Name Account Number Amount
Building & Facility
Maintenance
Replacement Capital> $5,000 6020155.562000.NA25D $200,000 Building & Facility
Maintenance
Service Contract 6020155.521040 $6,947
Building & Facility
Maintenance
Land & Building Maint. Services 6020155.531700.00247 $12,415 Fundi
ng for subsequent years will be included in future budget preparations.

E
XHIBITS:

1. City Council Resolution No. 2025- , approving the agreement with Climatec, LLC for HVAC Updates at Fire Station 1, 5, & 6 and Technical Support Services for Fire Stations 1, 5, & 6 and Public Works Building A.

2. A
greement with Climatec, LLC.
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00029213 7
RESOLUTION NO. 2025-

A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF

VISTA, CALIFORNIA, APPROVING THE AGREEMENT WITH CLIMATEC, LLC FOR HVAC UPDATES AT FIRE STATION 1, 5, AND 6 AND TECHNICAL SERVICES FOR FIRE STATIONS 1, 5, AND 6 AND

PUBLIC WORKS BUILDING A
The City Council of the City of Vista does resolve as follows:

1. Findings. The City Council hereby finds and declares the following:

A. The City desires to enter into an agreement with Climatec, LLC. For HVAC updates at Fire Station 1, 5, and 6 and Technical Services for Fire Stations 1, 5, & 6 and Public Works Building A.

B. Climatec, LLC provides specialized HVAC system programing and technical support services including integrating systems into the Alerton Universal Control software and developing programing specific to the unique needs of City of Vista facilities.

C. Due to the unique nature of the individualized programming services provided by Climatec and its knowledge of the existing operating system, staff recommends forgoing the normal bidding procedure based on Vista Municipal Code (VMC) Section 3.08.150 P, which states that the City Manager, after consultation with the City Attorney, may determine in writing that an informal or formal bidding process is infeasible, impractical, or otherwise not in the best interest of the City.

2. Action.

A. The Agreement between the City of Vista and Climatec, LLC. for Civic Center HVAC services, dated February 11, 2025 is approved, and the Mayor is authorized to sign the Agreement on behalf of the City.

B. The City Manager is authorized to execute all amendments extending the term of the Agreement, as authorized by the Agreement.
[Continued on page 2]
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EXHIBIT 1
RESOLUTION NO. 2025-

CITY COUNCIL OF THE CHARTERED CITY OF VISTA
PAGE 2
00029213 7EXH 1 Reso.docx

3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on February 11, 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY
By:

APPROVED
Walter C. Chung
20250203153932
JOHN B. FRANKLIN, MAYOR
ATTEST:

KATHY VALDEZ, CITY CLERK
By:
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CLIMATEC, LLC
City Services - Non-Construction - No RFP Prevailing Wages 4908-2647-6051, v. 2
CONTRACT FOR HVAC UPGRADES AT FIRE STATIONS 1, 5, & 6

AND TECHNICAL SERVICES
THIS CONTRACT is entered into by and between the Parties as of March 1, 2025 Contract Date .

1.0 THE PARTIES
City
CITY OF VISTA, a chartered municipal
corporation
200 Civic Center Drive
Vista, CA 92084
Working Contact: Keith Gardner
Billing Contact: Kassandra Santacruz
The Contractor
CLIMATEC, LLC, an Arizona limited liability
company
2851 West Kathleen Road
Phoenix, AZ 85053
Contact: Brennan Booth

2.0 BASIC TERMS

2.1 Contractor has submitted to City Proposals Services January 14, 2025, and December 20, 2024 Exhibit A

2.2 The Project for which the Services are required is described in Exhibit A.

2.3 Contractor Contract City for the Services.

2.4 Contract Ceiling Price 439,304.

3.0 CONTRACT TERM

3.1 This Contract shall take effect as of the Contract Date.

3.2 This Contract shall be in effect for 60 Term .

3.3 City may terminate this Contract upon 30- . In
such event, or upon request of City, Contractor shall assemble all City documents in the Contractor's possession, put them in order for proper filing and closing, and deliver the documents to City. In the event of termination, Contractor shall be paid for work performed to the termination date. City shall make the final determination as to the portion of tasks completed and the compensation to be paid.

4.0 EXECUTION OF ADDITIONAL DOCUMENTS
As a condition precedent to the effectiveness of this Contract, the Contractor shall execute and deliver to City the following checked document packages:

Labor Law Compliance Form (This Contract may require the payment of prevailing wages.)
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5.0 SCOPE
Contractor shall perform all Services including, labor, materials, software, supplies, reports, and documents for as may be required from time to time, in accordance with Exhibit A. The Services shall be complete, and all work, material and services not expressly called for in the Proposal which may be necessary to carry out the Contract in good faith, shall be performed by the Contractor at no increase in cost to City. In the event of a conflict between the provisions this Contract text and Exhibit A, this Contract text shall control.

6.0 COMPENSATION

6.1 City shall pay Contractor on a time and material rate as set forth in Exhibit A for the Services to be performed.

6.2 An invoice for payment shall be submitted in a form satisfactory to City. At a minimum, the invoice shall include: the purchase order number, the work order number, a description of the work performed, and a total amount.

6.3 Changes in, additions to, or deductions from the Services, including increases or decreases in the quantity of any item or portion of the Services, shall be set forth in a written change order executed by City and by the Contractor which shall specify:

6.3.1 The changes, additions, and deductions to be made.

6.3.2 The increase or decrease in compensation due the Contractor, if any.

6.3.3 Adjustment in the time of completion, if any.

6.4 Contract Ceiling Price

6.4.1 In no event shall City be liable for paying more than the Contract Ceiling Price for Contractor's services rendered under this Contract.

6.4.2 If it becomes foreseeable that Contractor will need to perform services such that the cumulative total of costs to City will exceed the maximum permitted by this Contract, any such cost overrun will be handled pursuant to the change order procedure in Chapter 3.08. City and Contractor recognize that City lacks authority to exceed the cost ceiling without the express authorization of the City Council. If the maximum cost to City for this Contract is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Contract, but work shall cease as soon as is reasonably feasible once the cost ceiling plus allowable change orders, if any, is exceeded.

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7.0 CONTRACT DOCUMENTS
The Contract comprises the following documents including all additions, deletions, modifications and appendices and all addenda setting forth any modifications or interpretations of any of these documents: Documents required under Exhibits A E.

8.0 TIME FOR COMPLETION AND COMMENCEMENT OF SERVICES
All Services under the Contract must be completed in compliance with the schedule in Exhibit A.

9.0 ASSISTANCE BY CITY
All information, data, records, reports, and maps as are in possession of City and necessary for the carrying out of this work shall be available to Contractor without charge. City shall make available to Contractor members of its staff for consultation with Contractor in the performance of this Contract. City does not warrant that the information data, records, reports, and maps heretofore or to be provided to Contractor are complete or accurate and Contractor should satisfy itself as to accuracy and completeness. City and Contractor agree that City shall have no liability should any information, data, records, reports, and maps be inaccurate, incomplete, or misleading. Unless provided in Exhibit A, no other assistance shall be provided by City to Contractor.

10.0 STANDARD OF PERFORMANCE

10.1 Contractor represents and warrants that it has the training, qualifications, experience, and facilities necessary to properly perform the Services required under this Contract in a thorough, competent, and professional manner. At all times Contractor shall faithfully, competently and to the best of its ability, experience, and talent, perform all services described herein. In meeting its obligations under this Contract, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Contractor under this Contract.

10.2 Contractor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the Term of this Contract. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Contract, including any business licenses required by City. Neither City, nor any elected or appointed boards, officers, officials, employees, or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this Section.

11.0 CONTRACTOR ; CONTRACTOR

11.1 Contractor shall perform the services provided for herein in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling. Contractor is not to be considered an employee of City, nor shall any employees of Contractor be considered employees of City, for any purpose. Contractor shall be under the direction and control of City staff only as to the results to be accomplished. This Contract is not intended to create the relationship of partnership, joint venture, or association between City and Contractor.

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11.2 Contractor represents and warrants that all design professional services, if any, shall be provided by a person or persons duly licensed by the State of California to provide the type of services described in Exhibit A.

11.3 Neither Contractor, nor any of Contractor's officers, employees, or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City Contractor expressly waives any claim Contractor may have to any such rights.

11.4 Contractor is aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all of Contractor
that are included in this Contract.

11.5 The payment made to Contractor pursuant to this Contract shall be the full and complete compensation to which Contractor and Contractor subcontractors are entitled for performance of any work under this Contract. Neither Contractor nor Contractor
health,
leave or other fringe benefits applicable to employees of the City. City will not make any federal or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.

11.6 Contractor agrees to defend and indemnify City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the Public Employees Retirement System (PERS), social security, salary or wages, overtime payment, or workers' compensation payment which City may be required to make on behalf of Contractor or any employee of Contractor, or any employee of Contractor construed to be an employee of City, for work done under this Contract. This is a continuing obligation that survives the termination of this Contract.

12.0 CIVIL RIGHTS

12.1 Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations hereinafter enacted.

12.2 Contractor shall not knowingly deny an opportunity or benefit, discriminate color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability, mental disability, medical condition, marital status, sex, sexual orientation, age, or other status protected from workplace discrimination by state or federal law.

12.3 Contractor shall not knowingly give preferential treatment to any applicant for employment on the basis of race, color, ethnicity, national origin, ancestry, religion, creed, physical disability, mental disability, medical condition, marital status, sex, or sexual orientation.

12.4 This section shall be interpreted in a manner that is consistent with the California and United States Constitutions and applicable state and federal statutes governing workplace discrimination. The terms used in this section shall have the same meaning as defined in state statutes governing the same subject matter.

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12.5 Nothing in this section shall be interpreted as prohibiting bona fide occupational qualifications consistent with applicable state and federal law and reasonably necessary to the normal operation of Contractor. Nothing in this section shall be interpreted as prohibiting regulations and policies to prevent nepotism or conflicts of interest.

12.6 Nothing in this Section shall be interpreted as prohibiting action taken to establish or maintain eligibility for any federal program, where ineligibility would result in a loss of federal funds to City.

12.7 To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend and hold harmless City, and its directors, officers, employees and agents from and against all liability (including without limitation all claims, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys' fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of the Contractor or any of the Contractor
discrimination or harassment complaint against any employee, agent, licensee or subcontractors of Contractor or its subcontractors, Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee, or subcontractors. The provisions of this Section survive completion of the services or termination of the Contract.

13.0 CONTROL OF SERVICES
Each Party shall appoint a representative who shall have the authority to represent and act for Representative Any written or verbal directions or requests of City's Representative delivered to the Contractor Representative shall have the same force and effect as if delivered to the Contractor. The Contractor's Representative shall have the authority to sign any change order, coordinate the work of all subcontractors and make other decisions pertaining to the Contract.

14.0 ASSIGNMENT AND SUBCONTRACTING

14.1 Neither this Contract nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Contract shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

14.2 Contractor shall be fully responsible to the City for any acts and omissions of Contractor's subcontractor, including persons either directly or indirectly employed by subcontractor, in the event Contractor subcontracts any of the work to be performed under this Contract. Contractor's responsibility under this paragraph shall be identical to Contractor's liability for acts and omissions of Contractor and employees of the Contractor. Nothing contained in this Contract shall create any contractual relationship between City and any 02/11/2025
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subcontractor of Contractor, but Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this Contract applicable to Contractor's work, unless such change, omission, or addition is approved in advance in writing by the City contractors are subject to the prior written

15.0 LICENSES
If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents, or subcontractors by federal, state, or local law, Contractor warrants that such license has been obtained, is valid and in good standing, and that any required bond has been posted in accordance with all applicable laws and regulations.

16.0 FINANCIAL RECORDS

16.1 Contractor shall maintain any and all documents, ledgers, books of account, invoices, vouchers, canceled checks, or records demonstrating or relating to Contractor performance of services pursuant to this Contract or evidencing or relating to expenditures and disbursements charged to City pursuant to this Contract. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Contract. Any and all such documents or records shall be maintained for three years from the date of execution of this Contract and to the extent required by laws relating to audits of public agencies and their expenditures. It is expressly understood and agreed that the provisions of this Section will survive termination of this Contract.

16.2 Any and all records or documents required to be maintained pursuant to this Section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its Representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Contract or the primary location from which services are rendered, whichever is closer.

17.0 OWNERSHIP OF DOCUMENTS

17.1 Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, computer code, and detailed calculations developed under this contract, are the property of City. Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby assigns, waives, and relinquishes all claims to copyright or other intellectual property rights in favor of City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of Services and that Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of Services. If Contractor is providing copyrighted, proprietary materials in the performance of the Services, then the intellectual property provisions of Exhibit B shall prevail over the provisions of this section.

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in the rendering of services and the production of the work product produced under this Contract, and that City has full legal title to and the right to reproduce such materials. The Contractor covenants to defend, indemnify and hold City harmless of any loss, claim or liability in any way related to a claim that they are violating or have violated any federal, state, or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents, or other means of protecting interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked materials, equipment, devices, or processes used on or incorporated in the services and materials produced under this Contract. In case such materials, equipment, devices, or processes are held to constitute an infringement and their use is enjoined, Contractor, at its expense, shall: (a) secure for City the right to continue using the materials by suspension of any injunction or by procuring a license or licenses for the City; or (b) modify the materials so that they become non-infringing.

18.0 CONFIDENTIALITY

18.1 Contractor shall treat all information obtained from City in the performance of this Contract as confidential and proprietary to City. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Contract as confidential.

18.2 Contractor agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Contractor Services. Contractor will not disclose any information prepared for City or obtained from City or obtained as a consequence of the performance of work to any person other than City, or its own employees, agents or subcontractors who have a need for the information for the performance of Services under this Contract unless such disclosure is specifically authorized in writing by City.

19.0 CONFLICT OF INTEREST REQUIREMENT
Contractor agrees that, to the extent applicable, it shall comply with and be bound by all laws and regulations deriving from the relationship of the Contractor to the City, including the Political Reform Act (Government Codes Section 87100 et seq.) Chapters 2.32 or 2.33 of the Vista Municipal Code, the Community Redevelopment Act (Health & Safety Code 33000 et seq.) and Conflict Laws As a condition precedent to
the formation of this Contract, Contractor warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Conflict Laws and that to the best of Contractor's knowledge and belief, there exists no conflict of interest (under the laws) that would disqualify the Contractor from participation in any decisions arising out of the performance of this Contract. Prior to commencement of any work in the performance of this Contract, Contractor shall comply with any applicable requirements of Chapter 2.32 of the Vista Municipal Code, including any requirement to file a financial disclosure statement with the City Clerk.

Contractor further agrees that no employee, agent or subcontractor for Contractor shall perform any work for the City pursuant to this Contract which will violate the Conflict Laws.

20.0 PROHIBITION OF FINANCIAL INTEREST BY CITY OFFICIAL Contractor warrants and covenants to City that no City Official has or will have any current or future financial interest in this Contract as of the date approved, nor shall Contractor promise, offer, or enter into any written, oral or implied Contract, to provide any financial interest or remuneration of any kind or manner to any City official with respect to this Contract. For 02/11/2025
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purposes of this Section, the term City Official
appointed officer of City, any employee of City, or any spouse or financial dependent of a City official or employee. A violation of this provision shall render this Contract null and void and Contractor shall be subject to restitution of all fees or money paid or earned under this Contract.

21.0 INDEMNIFICATION

21.1 Contractor shall defend, indemnify and hold City and its officers, officials, employees, and volunteers harmless against any and all liability, loss, damage, fine, penalty, expense, claim or cost (including without limitation costs and fees of Liability
Contract or its performance, including defects in design, except: (1) Liability caused by Indemnitees sole negligence or willful misconduct; or (2) for Liability caused by Indemnitees active negligence, in which case the indemnity received by Indemnitees shall be reduced by the amount: (i) that Indemnitees
active negligence contributed to the Liability on a comparative basis; or (ii) such other amount as may be required by law ( Duty of Indemnification ).

21.2 Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Contractor regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees. In the event there is more than one person or entity named in the Agreement as a Contractor, then all obligations, liabilities, covenants, and conditions under this instrument shall be joint and several.

22.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit C.

23.0 SERVICE OF NOTICE

23.1 Any notice, which either Party may desire to give to the other Party, must be in writing and may be given by personal delivery to the
Representative or by overnight
courier service to the Party address set forth in Section 1.0. Notice may also be given by mailing it by registered or certified mail, return receipt requested, to the other Party at the address set forth in Section 1.0. Any notice given by mail will be deemed given 48 hours after such notice is deposited in the United States mail, addressed as provided with postage fully prepaid.

23.2 A Party may change its address by giving notice as provided above, and the changed address shall thereafter be deemed to be the address set forth in Section 1.0.

24.0 LABOR LAW COMPLIANCE

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25.0 SURVIVAL OF COVENANTS
obligations under Sections 17, 18 and 21 shall survive the termination of this Contract.

26.0 SPECIAL PROVISIONS
This Contract is subject to, and Contractor shall comply with, the special provisions referenced in Exhibit E, if any.

27.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.

28.0 APPLICABLE LAW, VENUE
This Contract shall be construed and enforced under the laws of the State of California. If any action is commenced by any Party to this Contract, such action shall be filed in a court of competent jurisdiction within the County of San Diego, California.

29.0 Pursuant to Section 1781 of the Labor Code, Contractor is advised that certain work contemplated in this contract may be subject to the payment of prevailing wages and all other requirements of the Prevailing Wage Law. The prevailing wage of each job classification may be found by inquiry with the California Department of Industrial Relations. Contractor shall comply with all laws related to the performance of public work including, but not limited to, the employment of apprentices pursuant to Section 1777.5 of the Labor Code, work day/week hours and overtime rates pursuant to Sections 1813 and 1815 of the Labor Code and the obligation set forth in Sections 1774 1776 of the Labor Code in regards to payment of prevailing wages and to provide the City and the Department of Industrial Relations certified payrolls when required. A certified copy of all payroll records relative to this project shall be submitted to the City along with the related invoice. Receipt of certified payroll records is a prerequisite to receiving payment.

No Contractor or sub-Contractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. No Contractor or sub-Contractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. All Contractors and sub-Contractors must furnish electronic certified payroll records to the Labor Commissioner. This requirement applies to all public works projects, whether new or ongoing. Contractor is further advised that any prevailing wage work contemplated herein is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

30.0 COUNTERPARTS; ELECTRONIC SIGNATURES; ELECTRONIC DELIVERY This Agreement may be executed in separate counterparts, none of which need contain the signatures of both Parties, and each of which, when so executed, shall be deemed an original and all together shall constitute and be one of the same instrument. The Parties agree that this 02/11/2025
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Agreement, whether executed by electronic signature, digital signature, or constituting a scanned or electronically reproduced copy or image of this Agreement bearing the signatures of the Parties, will be deemed an original and will represent competent evidence of the execution, terms and existence of this Agreement notwithstanding the failure or inability to produce an original executed Agreement or counterpart thereof, and without the requirement that the unavailability of such original executed Agreement or counterpart thereof first be proven.

Further, the exchange of this entire executed Agreement (and/or such exhibit(s) or document(s)) that is in photostatic or portable document format (.pdf) form by electronic mail or by another electronic means shall be considered original(s) and shall constitute effective execution and delivery of the original(s).

31.0 MODIFICATIONS
This Contract contains the entire agreement, between the Parties and supersedes all prior negotiations, discussions, obligations, and rights of the Parties in respect of each other regarding the subject matter of this Contract. There is no other written or oral understanding between the Parties. No modification, amendment or alteration of this Contract shall be valid unless it is in writing and signed by all Parties.

32.0 EXECUTION
IN WITNESS WHEREOF; the Parties hereto have executed this Contract as of the Contract Date.

CITY OF VISTA, a chartered municipal
corporation

By:

JOHN B. FRANKLIN, MAYOR

ATTEST:

KATHY VALDEZ, CITY CLERK

By:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY

By:

RISK MANAGEMENT REVIEW:

ANALISA HOLBROOK, RISK MANAGER

By:

Contractor

CLIMATEC, LLC, an Arizona limited liability
company

By:

Name/Title

By:

Name/Title

APPROVED
Amanda L. Guy
20250127092817

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EXHIBIT A

CONTRACTOR

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BuildingAutomationSystem
Technical Support Agreement
AClimatecSolution
Preparedfor:

CityofVista
12/20/2024
Presentedby:

BrennanBooth
AccountExecutive
[email protected]
(619)823-6981
02/11/2025
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AGREEMENT APPROVALS
Date of Proposal: 12/20/2024
TSA Start Date:

TSA End Date:

Service Dispatch Number: 858-391-7001
Service Dispatch Email: [email protected]
This proposed agreement is firm for sixty (60) days, shall commence upon approval and continue for a term of five (5) years for services (as listed on attached Schedules B and C) for the Building Automation System (BAS) located at the following facility(s):

Facility Name: City of Vista Public Works Admin Building Facility Address: 1165 E Taylor St, Vista, CA 92084
BY AND BETWEEN: CUSTOMER:

Climatec, LLC - San Diego, CA City of Vista
13715 Stowe Drive 200 Civic Center Drive
Poway, CA 92064 Vista, CA 92084
Approvals:

Climatec, LLC City of Vista
Name Name
Signature Date Signature Date
Title Title
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PROPOSAL OVERVIEW
OVERVIEW:

SCHEDULE A – CHARGES, RATES, & PRICING TERMS
SCHEDULE B – TYPE OF SERVICE PLAN
Attachment 1 – Building Automation System Service
Attachment 1A – Fault Detection & Diagnostics Service
Attachment 1B – Alarm Monitoring Service
SCHEDULE C – SCHEDULED MAINTENANCE SCHEDULE
Service Task 1 – BAS Main Operator Workstation
Service Task 2 – BAS Network Analysis
Service Task 3 – BAS Global Controllers
Service Task 4 – BAS Unitary Controllers
SCHEDULE D – LIST OF SERVICED EQUIPMENT
SCHEDULE E – SPECIAL CONDITIONS
SCHEDULE F – TERMS AND CONDITIONS
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SCHEDULE A – CHARGES, RATES, & PRICING TERMS
ANNUAL CHARGES: (* Excluding Tax)
This agreement shall be billed monthly (as listed below) and is due and payable upon the Customer’s receipt of invoice. The annual charge for each year is:

First year: $20,840.00 *
Second year: $21,882.00 *
Third year: $22,976.00 *
Fourth year: $24,125.00 *
Fifth year: $25,331.00 *
BILLING PERIOD CHARGES: (* Excluding Tax)
First year: 12 payments of $1,736.67 *
Second year: 12 payments of $1,823.50 *
Third year: 12 payments of $1,914.67 *
Fourth year: 12 payments of $2,010.42 *
Fifth year: 12 payments of $2,110.92 *
RATES:

The Customer’s preferred labor rates shall be used for services, provided by Climatec, LLC, that are requested by the Customer for services not included in this agreement. The preferred labor rate shall be 18.00% off of the Climatec, LLC standard billing rate.

PRICING:

Additional Alerton parts and materials, requested by the Customer, shall be available to the Customer at a discount of list price less 50%, less 10%. 02/11/2025
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SCHEDULE B – TYPE OF SERVICE PLAN
ATTACHMENT 1 – BUILDING AUTOMATION SYSTEM SERVICE
System and Service Review. Climatec, LLC will hold an annual formal review with your staff to discuss the services performed during the past year, to recommend improvements and options to enhance system performance, resolve operational problems, and to meet your changing needs and objectives.

Scheduled Maintenance. Maintenance shall be performed, per the attached Schedule C, to enhance the system effectiveness. Scheduled maintenance visits will occur four (4) times per year.

Software Maintenance. Climatec, LLC shall furnish and install manufacturer’s software revisions and patches to maintain or improve present performance within the functional capabilities of your system. New software products shall be available for sale.

Database Protection. Climatec, LLC shall protect your database by periodically saving this information and maintaining a copy on our premises. Database backups will be performed four (4) times per year.

Telephone Support. Technical experts shall assist you, via the telephone, to identify and resolve operational issues.

On-Line Support. Climatec, LLC shall provide you with on-line assistance to troubleshoot your system and resolve operational issues. The Customer is responsible for LAN installation and costs.

Documentation. Climatec, LLC shall provide System and Service Log for you to document concerns, system issues, and other related items requiring our attention. Each scheduled service visit shall begin with a review of this log. All scheduled and unscheduled service visits will be documented by an electronic work order form. All work orders shall be signed by an authorized Customer representative to verify all work completed and will be emailed to the Customer.

Operator Training. Climatec, LLC shall provide zero (0) hours of on-site annual operator(s) training.

Component Repair and Replacement. Climatec, LLC shall repair or replace failed components with new or reconditioned components of compatible design to minimize obsolescence and maintain system integrity at no additional charge. Exchanged parts shall become the property of Climatec, LLC (see Schedule E for special conditions). 02/11/2025
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– SCHEDULE B TYPE OF SERVICE PLAN
Business Day Service. Service repair calls covered by this agreement shall be made five (5) days a week, during normal business hours, at no additional charge (see Schedule E for special conditions).

Premium Time Emergency Service. Emergency repair calls covered by this agreement shall be made seven (7) days a week, twenty-four (24) hours a day at no additional charge (see Schedule E for special conditions).

Discretionary Hours Service. Climatec, LLC shall provide an on-site Service Specialist for zero (0) hours.

Facility Performance Evaluation Report. At commencement of this agreement, Climatec, LLC shall analyze the major Building Automation System components, compile the analytic data, and submit a one-time Facility Performance Evaluation Report to the Customer. The report will be assigned a Facility Performance Evaluation Score along with any concerns and an assessment of potential savings opportunities.

Clim
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SCHEDULE C – SCHEDULED MAINTENANCE
SERVICE TASK 1: BAS – MAIN OPERATOR WORKSTATION:

On Each Scheduled Service:

Visits to Jobsite
Report in with appropriate customer personnel.

Review BAS system for critical and off-line status indications. Review BAS system for override and disabled status indications.

Review event and alarm log with customer and discuss BAS operational concerns.

Analyze the number of operator or system change occurrences for impact on performance. Perform or schedule reactive or proactive maintenance procedures as appropriate to resolve situations noted.

Install appropriate BAS software refinements and updates.

On a Scheduled Basis:

Main Operator Workstation
Check monitor for clarity, focus, and color.

Cycle power and listen for unusual motor/bearing noise.

Verify proper system restart; check system date, time, and hardware status. Clean exterior surfaces, including monitor.

General security/software maintenance of the main operator workstation.

Save/copy network workstation data base, including custom graphics and resident Master Controller archive databases, as indicated in this agreement.

NOTE: Revisions to software program(s) not provided by Climatec, LLC are not included in this service task, however it can be added at the Customer’s request. Likewise, “Major Revisions” to the BAS software which adds new features and capabilities are not included here. Excludes any customer IT maintained server.
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SCHEDULE C – SCHEDULED MAINTENANCE
SERVICE TASK 2: BAS – NETWORK ANALYSIS:

On a Scheduled Basis:

Log onto the main operator workstation, server, or global controller(s) to prove proper communication means.

Review global controller error log.

For the main operator workstation, server, and global controller(s):
o Analyze communication.
o Perform online/offline test routine to determine power and communication restart.
o Unresponsive BACnet devices.
o Provide a report summarizing network analysis results. 02/11/2025
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SCHEDULE C – SCHEDULED MAINTENANCE
SERVICE TASK 3: BAS – GLOBAL CONTROLLERS:

On a Scheduled Basis:

Check indications to verify proper DC power levels, appropriate transmit and receive activity on the communication trunks, and check for possible error code indications.

Confirm proper time sync of all Global Controller(s) with workstation.

Inspect wiring for signs of corrosion, fraying and rapid discoloration, defective shielding, or shield grounding.

Review LED sequencing for proper operation.

Review Global Controller(s) device properties.

Remove excessive dust from internal surfaces.

Verify points and control processes are within bounds and where the need for possible corrective maintenance as indicated under Schedule B.

Update firmware files, as required under Schedule B.

Review software documentation.
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SCHEDULE C – SCHEDULED MAINTENANCE
SERVICE TASK 4: BAS – UNITARY CONTROLLERS:

On a Scheduled Basis – AHU Application Controller:

Verify that HVAC Unit is being controlled at the appropriate value(s).

Change one set point value per control loop. Verify smooth transition and stable control at the new set point, as required.

Return set point to original value.

Repeat for each additional control loop, as required.

Verify the proper operation of critical control processes and points associated with the unit. Make adjustments, as required.

Review software documentation.

On a Scheduled Basis – Unitary Equipment Controller:

Verify that controller is in control at the desired value(s).

Change one set point value per control loop. Verify smooth transition and stable control at the new set point, as required.

Return set point to original value.

Repeat for each additional control loop, as required.

Verify the proper operation of critical control processes and points associated with the unit. Make adjustments, as required.

Review software documentation.
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SCHEDULE D– LIST OF SERVICED EQUIPMENT
BAS – SOFTWARE & DEVICES INCLUDED:
1 - Supervisor / Workstations
1 - Global Controllers
1 - Hot Water Boiler/Pump
1 - Air Handling Unit (VAV) standard
17 - Single Zone VAV W/REHEAT
8 - Supply/Exhaust Fan
1 - CRAC
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SCHEDULE E – SPECIAL CONDITIONS
This agreement excludes any internal controls associated with the individual equipment, such as factory installed and/or manufacturer supplied internal control modules, not associated with the Building Automation System(s).

Either party may terminate this agreement at any time by giving a thirty (30) day written notice to the other.
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SCHEDULE F– RETROFIT SCOPE OF WORK
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Building Automation System
Retrofit Technical Support Agreement
A Climatec Solution
Prepared for:

City of Vista
0 / /202
Presented by:

Brennan Booth
Account Executive
[email protected]
(619) 823-6981
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AGREEMENT APPROVALS
Date of Proposal: 0 / /202
TSA Start Date:

TSA End Date:

Service Dispatch Number:

Service Dispatch Email:
0 /01/202
0 /31/20
858-391-7001
[email protected]
This proposed agreement is firm for sixty (60) days, shall commence upon approval and continue for a term of five (5) years for bi-monthly services (as listed on attached Schedules B and C) for the Building Automation System (BAS) located at the following facility(s):

Facility Name:

Facility Address:

Vista, CA 92083
BY AND BETWEEN: CUSTOMER:

Climatec, LLC - San Diego, CA City of Vista
13715 Stowe Drive 200 Civic Center Drive
Poway, CA 92064 Vista, CA 92084
Approvals:

Climatec, LLC City of Vista
Name Name
Signature Date Signature Date
Title Title
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PROPOSAL OVERVIEW
OVERVIEW:

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– SCHEDULE A CHARGES, RATES, & PRICING TERMS
ANNUAL CHARGES: (* Excluding Tax)
This agreement shall be billed quarterly (as listed below) and is due and payable upon the Customer’s receipt of invoice.

First year: $ ,8 0.00 *
Second year: $ ,8 0.00 *
Third year: $ ,8 0.00 *
Fourth year: $ ,8 0.00 *
Fifth year: $ ,8 0.00 *
** Payment must be received prior to implementation.

BILLING PERIOD CHARGES: (* Excluding Tax)
First year: 4 payments of $ , . 0 *
Second year: 4 payments of $ *
Third year: 4 payments of $ *
Fourth year: 4 payments of $ *
Fifth year: 4 payments of $ *
RATES:

PRICING:

Additional Alerton parts and materials, requested by the Customer, shall be available to the Customer at a discount of list price less 50%, less 10%. 02/11/2025
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– SCHEDULE B TYPE OF SERVICE PLAN
ATTACHMENT 1 – BUILDING AUTOMATION SYSTEM SERVICE
System and Service Review. Climatec, LLC will hold an annual formal review with your staff to discuss the services performed during the past year, to recommend improvements and options to enhance system performance, resolve operational problems, and to meet your changing needs and objectives.

Scheduled Maintenance. Maintenance shall be performed, per the attached Schedule C, to enhance the system effectiveness. Scheduled maintenance visits will occur six (6) times per year.

Telephone Support. Technical experts shall assist you, via the telephone, to identify and resolve operational issues.

On-Line Support. Climatec, LLC shall provide you with on-line assistance to troubleshoot your system and resolve operational issues. The Customer is responsible for LAN installation and costs.

Operator Training. Climatec, LLC shall provide zero (0) hours of on-site annual operator(s) training.

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SCHEDULE B– TYPE OF SERVICE PLAN
Business Day Service. Service repair calls covered by this agreement shall be made five (5) days a week, during normal business hours, at no additional charge (see Schedule E for special conditions).

Discretionary Hours Service. Climatec, LLC shall provide an on-site Service Specialist for zero (0) hours.

Carbon Monoxide/Gas System Maintenance Climatec, LLC shall test each gas sensor, per the attached Schedule C, for proper functionalityone (1) timeper year. System gas detection will be simulated in efforts to test the sequence of operation. Sensor, strobe, horn, and mechanical failures shall be documented and submitted to the Customer (see Schedule E for special conditions).
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SCHEDULE C – SCHEDULED MAINTENANCE
SERVICE TASK 1: BAS – MAIN OPERATOR WORKSTATION:

On Each Scheduled Service:

Visits to Jobsite
Report in with appropriate customer personnel.

Review BAS system for critical and off-line status indications. Review BAS system for override and disabled status indications.

Review event and alarm log with customer and discuss BAS operational concerns.

Analyze the number of operator or system change occurrences for impact on performance. Perform or schedule reactive or proactive maintenance procedures as appropriate to resolve situations noted.

Install appropriate BAS software refinements and updates.

On a Scheduled Basis:

Main Operator Workstation
Check monitor for clarity, focus, and color.

Cycle power and listen for unusual motor/bearing noise.

Verify proper system restart; check system date, time, and hardware status. Clean exterior surfaces, including monitor.

General security/software maintenance of the main operator workstation.

Save/copy network workstation data base, including custom graphics and resident Master Controller archive databases, as indicated in this agreement.

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SCHEDULE C – SCHEDULED MAINTENANCE
SERVICE TASK 2: BAS – NETWORK ANALYSIS:

On a Scheduled Basis:

Log onto the main operator workstation, server, or global controller(s) to prove proper communication means.

Review global controller error log.

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SCHEDULE C – SCHEDULED MAINTENANCE
SERVICE TASK 3: BAS – GLOBAL CONTROLLERS:

On a Scheduled Basis:

Check indications to verify proper DC power levels, appropriate transmit and receive activity on the communication trunks, and check for possible error code indications.

Confirm proper time sync of all Global Controller(s) with workstation.

Inspect wiring for signs of corrosion, fraying and rapid discoloration, defective shielding, or shield grounding.

Review LED sequencing for proper operation.

Review Global Controller(s) device properties.

Remove excessive dust from internal surfaces.

Verify points and control processes are within bounds and where the need for possible corrective maintenance as indicated under Schedule B.

Update firmware files, as required under Schedule B.

Review software documentation.
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SCHEDULE C – SCHEDULED MAINTENANCE
SERVICE TASK 4: BAS – UNITARY CONTROLLERS:

On a Scheduled Basis – AHU Application Controller:

Verify that HVAC Unit is being controlled at the appropriate value(s).

Change one set point value per control loop. Verify smooth transition and stable control at the new set point, as required.

Return set point to original value.

Repeat for each additional control loop, as required.

Verify the proper operation of critical control processes and points associated with the unit. Make adjustments, as required.

Review software documentation.

On a Scheduled Basis – Unitary Equipment Controller:

Verify that controller is in control at the desired value(s).

Change one set point value per control loop. Verify smooth transition and stable control at the new set point, as required.

Return set point to original value.

Repeat for each additional control loop, as required.

Verify the proper operation of critical control processes and points associated with the unit. Make adjustments, as required.

Review software documentation.
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SCHEDULE D– LIST OF SERVICED EQUIPMENT
BAS – SOFTWARE & DEVICES INCLUDED:

BAS operators’ workstation, to include the operating software.

BAS global controller(s).

BAS programmable and unitary controllers.
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Either party may terminate this agreement at any time by giving a thirty (30) day written notice to the other.

If for any reason this agreement is terminated before the end of the five (5) years term, the Customer shall pay Climatec, LLC for the retrofit portion of this agreement in full for any amount of the initial $249,500.00 that remains outstanding within thirty (30) days. 02/11/2025
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SCHEDULE F – RETROFIT SCOPE OF WORK
SCOPE OF WORK:

Fire Station-1 BMS Upgrade (Address: 175 N Melrose Dr, Vista, CA 92083) (1) Existing Rooftop (AC-1) - Climatec will remove the existing Carrier controls. Climatec will furnish and install Bacnet/IP controller in an enclosure to control the following points: Fan Start/Stop/Status; Heating Command; Cooling Command; Supply Air Temperature; Return Air Temperature; Economizer Damper Signal; zone temperature with touchscreen display. (1) Existing York Rooftop Units with Power Exhaust (AC-2) - Climatec will remove the existing Carrier controls. Climatec will furnish and install Bacnet/IP controller in an enclosure to control the following points: Supply Fan Start/Stop/Status VFD Speed; Power Exhaust Fan Start/Stop/Status/VFD Speed, Heating Stg-1,2; Cooling Stg-1,2; Supply Air Temperature; Return Air Temperature; Mixed Air Temperature; Economizer Damper Signal; Bypass Damper Signal & Feedback; Duct Static Pressure; Building Pressure.
(10) Existing Zone Controller - Climatec will remove the existing Carrier controls. Climatec will furnish and install Bacnet/IP controller, damper actuator, zone temperature with touchscreen display. Climatec will furnish and install velocity probe for CFM control. Zone heating and cooling requests will communicate to zone’s corresponding Rooftop Unit. (2) IDF Room & Elevator Room Monitoring- Climatec will provide zone temperature sensing for monitoring and alarming.
(2) Existing Exhaust Fans (EF-5 & 11) - Climatec will control the following points: Fan Start/Stop/Status.

Fire Station-5 BMS Upgrade (Address: 2009 S Melrose Dr, Vista, CA 92081) (4) Existing Rooftop with Bypass Damper (AC-1, 2, 3, 4) - Climatec will remove the existing Carrier controls. Climatec will furnish and install Bacnet/IP controller in an enclosure to control the following points: Fan Start/Stop/Status; Heating Command; Cooling Command; Supply Air Temperature; Return Air Temperature; Economizer Damper Signal; Bypass Damper Signal & Feedback.
(11) Existing Zone Controller - Climatec will remove the existing Carrier controls. Climatec will furnish and install Bacnet/IP controller, damper actuator, zone temperature with touchscreen display. Climatec will furnish and install velocity probe for CFM control. Zone heating and cooling requests will communicate to zone’s corresponding Rooftop Unit. (1) Split Unit (AC-5) - Climatec will remove the existing Carrier controls. Climatec will furnish and install Bacnet/IP controller in an enclosure to control the following points: Fan Start/Stop/Status; Heating Command; Cooling Command; Supply Air Temperature; Return Air Temperature; zone temperature with touchscreen display. 02/11/2025
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Fire Station-6 BMS Upgrade (Address: 651 E Vista Way, Vista, CA 92084) (4) Existing Rooftop with Bypass Damper (AC-1, 2, 3, 4) - Climatec will remove the existing Carrier controls. Climatec will furnish and install Bacnet/IP controller in an enclosure to control the following points: Fan Start/Stop/Status; Heating Command; Cooling Command; Supply Air Temperature; Return Air Temperature; Economizer Damper Signal; Bypass Damper Signal & Feedback.
(9) Existing Zone Controller - Climatec will remove the existing Carrier controls. Climatec will furnish and install Bacnet/IP controller, damper actuator, zone temperature with touchscreen display. Climatec will furnish and install velocity probe for CFM control. Zone heating and cooling requests will communicate to zone’s corresponding Rooftop Unit. (1) Split Unit (AC-5) - Climatec will remove the existing Carrier controls. Climatec will furnish and install Bacnet/IP controller in an enclosure to control the following points: Fan Start/Stop/Status; Heating Command; Cooling Command; Supply Air Temperature; Return Air Temperature; zone temperature with touchscreen display.

Assumptions & Clarifications:

1. All Bacnet IP Controllers Climatec will furnish and install new communication wire to new Controller and will use existing City of Vista IT networking to connect to the existing Vista Civic Center BMS Server.

2. All work during normal business hours Monday thru Friday 7am-4pm.

3. All necessary cable, wire, labeling, conduit, relays, transformers, and enclosures/panels. At each Fire Station Climatec will furnish and install an Outside Air Temperature and Humidity Sensor.

4. On existing BMS Server at Vista Civic Center, Climatec will performed the following: Programming, integration, system graphics, floor plans, alarming, and data trending.

5. Professional field project management and jobsite coordination.

6. All necessary waste disposal, recycling, and jobsite cleanup.

7. Engineered submittals, O&M manuals, and as-built documentation.

8. Climatec is not responsible for any Vendor Material Delays.

9. Onsite Training (4) hours will be scheduled with Facilities personnel at the end of project.

10. One (1) year standard warranty for parts and labor.

Exclusions:

1. Installation of liquid line control devices (control valves, immersion temperature sensors, Thermowells, flow meters, pressure sensors, etc.).

2. Provision of Variable Frequency Drives, BACnet interface cards, and all associated installation, startup, configuration, and commissioning.

3. Hazardous materials-related work, cutting, painting, and patching.

4. Magnetic Motor Starters, Motor Control Centers, HOA Switches, or Electrical Disconnects.

5. Lighting control or similar devices, as well as BMS integration/monitoring or such systems.

6. Special insurance requirements, performance bond, building permits, etc.

7. GPON LAN fiber optic network, routers, media converters, and switches. 02/11/2025
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8. Line voltage power wiring (120VAC or Higher) to any equipment.

9. Fire/Life Safety System; fire or smoke components & installation.

10. Provision of BACnet or Modbus interface cards for any equipment.

11. Holidays, Weekends, After-hours, overtime, shift & standby labor.

12. Expedited shipping charges.

13. Test and Balance.

14. Access Doors.

15. Dampers.
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00044811 3 Exhibit B
4908-2647-6051, v. 2

EXHIBIT B

NOT APPLICABLE TO THIS CONTRACT

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00044811 3 Exhibit C, Page 1 of 3
4908-2647-6051, v. 2

EXHIBIT C

INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors. Nothing in these provisions shall limit Contractor Duty of Indemnification.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability ( CGL ): Insurance Services Office Form CG 00 01 covering CGL including products, completed operations,
property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage.

3. Compensation insurance as required by the State of California, with Statutory Limits, and Employers Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

Contractor shall also provide the additional coverages checked below and at least as broad as:

4. Professional Liability, with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

If the Contractor maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: the Contractor shall cause the insurer to reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of with respect 02/11/2025
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00044811 3 Exhibit C, Page 2 of 3
4908-2647-6051, v. 2
to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor ISO Form CG 20 10, CG 11 85 or both
CG 20 10 and CG 20 37 forms if later revisions used), unless otherwise approved in advance by City.

2. For any claims related to this Project, the Contractor primary insurance as respects City, its officers, officials, employees, and volunteers.

Any insurance or self-insurance maintained by City, its officers, officials, employees, and volunteers shall be excess of the Contractor

3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to City.

Claims Made Policies
If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.

4. A copy of the claims reporting requirements must be submitted to City for review.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to City.

Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by the Contractor, its employees, agents and subcontractors.

Verification of Coverage
Contractor shall furnish City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor
City reserves the right to require
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00044811 3 Exhibit C, Page 3 of 3
4908-2647-6051, v. 2
complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.

Surety Bonds
Contractor shall provide the following Surety Bonds if checked:

1. Bid Bond.

2. Payment Bond.

3. Maintenance Bond.

The Payment Bond shall be in an amount equal to the Contract Ceiling Price. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.

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00044811 3 Exhibit D
4908-2647-6051, v. 2

TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID

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00044811 3 Exhibit D
4908-2647-6051, v. 2

Name/Title Company:
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00044811 3 Exhibit E
4908-2647-6051, v. 2

EXHIBIT E

SPECIAL PROVISIONS
This Contract is subject to the following provisions, if checked:

1. State of California grant conditions, as attached.

2. Federal grant conditions, as attached.

3. Other conditions, as attached.

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Vista City CouncilFebruary 11, 2025

Vista City Council
February 11, 2025